In these conditions headings will not affect the construction of these conditions.

2

CONDITIONS

2.1

The Contract together with these terms and conditions embody the entire agreement between the Company and the Client in respect of the matters referred to in it and supersedes any previous agreements between the parties.

2.2

Each order for Products and/or Services by the Client from the Company shall be deemed to be an offer by the Client to purchase Products and/or Services subject to these Terms and Conditions.

3

SERVICE LEVELS

3.1

These service levels apply where the Client is purchasing web-based electronic assessment services and other paper-based tests, exercises and assessments from the Company:

3.2

Subject to the Client meeting the Client's obligations under this Agreement, the Company shall use all reasonable endeavours to ensure that the web-based electronic assessment service is available to the Client throughout the term of this Agreement. The Company will schedule web downtime between 8am and 8pm UK time on Saturdays as necessary. Such downtime will be notified to the Client from time to time and via email to the project administrator or other designated employee of the Client.

3.3

Candidate Data will be made available to the Client for a period of 12 months from the date the Candidate completes the questionnaires or tests. Reports may be run against this data subject to the fees set out in the Company’s current price list. If access is required to Candidate Data which is more than 6 months old a fee will be charged based on the time required to retrieve such data (provided such data is still available).A quote will be provided by the Company to the Client for retrieval of such data.

3.4

Help Desk and Consultancy support will be provided to the Client between the hours of 9am and 5.00pm UK time Monday to Friday except UK Public holidays.

3.5

Consultancy support includes full description of individual tests and questionnaires and advice on which would be most suitable for a client’s needs based on our understanding of the client’s needs. NO ADVICE WILL BE GIVEN REGARDING THE BEST CANDIDATE FOR A ROLE BASED SOLELY ON TEST OR QUESTIONNAIRE RESULTS. We can support you to select the best options for your needs and to make the most out of your reports. If you require more detailed feedback on or for your respondents there is an option to pay for more in-depth professional consultant support.

3.6

The Company reserves the right to decline a Client’s order. The Company will communicate the reason to the Client.

3.7

The Company shall not be liable for any defect or failure in the performance of the web-based electronic assessment for reasons beyond the Company's control including but not limited to link failures, power difficulties, telephone outages, network overload, issues related to Client systems, default or failure of a third party, government actions, failure in the supply of a third party's access line or any event of force majeure.

3.8

CANCELLATION, NON-COMPLETION POLICY

Once an online link has been set up for a candidate, the Client is responsible for paying for any test or questionnaire. If, for any reason, a candidate does not complete the test or questionnaire once the link has been set up, the client will be liable to a set-up charge of £20 + VAT per candidate. On placing an order via the Test & Assess website, Clients are
agreeing to abide by these Terms and Conditions.

4

ORDER ACCEPTANCES

4.1

The Company will uphold the guidelines established by the British Psychological Society on sales of Restricted Materials. Purchases of Restricted materials must be made by, or on behalf of, an identified Registered User who is qualified to use the Restricted materials and has registered with the Company in accordance with our registration procedures. The Company reserves the right to refuse to supply Restricted materials to the Client or Registered User if the Client or the Registered User fails to comply with the Company’s ethical, legislative or professional obligations.

4.2

No Order placed by the Client shall be deemed to be accepted by the Company until acknowledgement of Order is issued by the Company or (if earlier) the Company delivers the Products and/or Services to the Client.

4.3

When ordering Restricted materials, the Client must quote the name of the Registered User and his or her membership number. Orders may be refused by the Company if the delivery address is not that relating to a Registered User.

4.4

Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of Order to the Client. Any quotation is valid for a period of 30 days provided that the Company has not previously withdrawn it.

5

DESCRIPTION

5.1

The description of the Products and/or Services shall be as set out in the Company’s quotation, Website or other applicable literature. All drawings, descriptive matter, specifications and advertising issued by the Company are published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. Such ancillary literature shall not form part of this Contract.

6

DELIVERY

6.1

The Company shall not be liable for any non delivery of Products and/or Services (even if caused by the Company’s negligence) unless written notice is given to the Company within seven days of the date when the Products and/or Services would, in the ordinary course of events, have been received by the Client.

6.2

Any liability of the Company for non-delivery of the Products and/or Services shall be limited to replacing the Products and/or Services within a reasonable time or issuing a credit note against any invoice raised for such Products and/or Services.

6.3

Delivery of web based electronic assessment Products and/or Services provided by the Company will be subject to service levels as detailed above.

7

PRICE

7.1

Unless otherwise agreed by the Company in writing, the price for the Products and/or Services shall be the price set out in the Company’s current price list, valid as at the date of Order. Unless where stated, the price for the Products and/or Services shall be exclusive of any postage, value added tax or other sales taxes and/or applicable import and/or export duties and after the date of the contract the price shall (unless the contract is cancelled by the Company under one of the foregoing provisions) be deemed to be increased by the amount of such duty or tax, unless it is paid direct by the Client.

7.2

Prices and specifications of Products and/or Services are correct at the time of publication in our catalogue or other relevant literature but are subject to change without notice.

8

PAYMENT

8.1

Invoices are due for payment within a maximum of 14 days of the invoice date without any deductions including, but not limited to, bank charges. Time for payment shall be of the essence. Some clients may be asked to provide payment prior to links/materials being sent out.

8.2

All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

8.3

If the Client fails to pay the Company any sum due, the Client will be liable to pay interest to the Company on such sum from the due date at the rate of 1½% per month.

8.4

The Company shall be entitled to withhold delivery of any Products and/or Services or cancel the contract if the Client fails to pay to the Company any sum by the due date. The Company shall incur no liability in respect of such withholding of delivery or cancellation. Upon such cancellation and without prejudice to any other right that the Company may have, the Client shall be liable to pay damages to the Company for breach of contract and any costs incurred by the Company associated with the recovery of the debt.

9

CANCELLATION OF ORDERS AND RETURN OF PRODUCTS

9.1

An accepted Order may only be cancelled or varied with the Company's written consent, which consent may be granted on payment of the cancellation fee set out in this condition 3.8 or in the appropriate appendices. Such consent shall not in any way prejudice the Company's right to recover from the Client full compensation for any loss or expense arising from such cancellation or variation.

9.2

The Company will not accept any Products for return without prior notice and such a request must be received in writing within 30 days of despatch by the Company and such product will be returned to the Company within 2 weeks of such authorisation having been given by the Company. No request for return or exchange of Products can be considered unless they are tendered in unaltered condition. Returns should be despatched by the Client via traceable means to provide proof of despatch and delivery.

9.3

For returns made, other than for damaged or unordered goods, a handling fee will be charged equivalent to 10% of the returned order value subject to a minimum of £10.

9.4

Any complaint made by the Client must be received by the Company within 30 days after the date of delivery.

9.5

Nothing in this condition 9 shall prejudice any disclaimer of liability by the Company elsewhere in these terms and conditions.

10

CLIENT’S OBLIGATIONS

10.1

The Client represents, warrants and undertakes that (a) in the event that the Client is not also a Registered User, it shall ensure that only a Registered User uses the Restricted materials or Services according to the Company’s Ethical Guidelines available on the Website; and (b) the Client shall not, and shall ensure that the Registered User shall not make the Restricted materials available to any individual who is not a Registered User.

11

LIMITATION OF LIABILITY

11.1

The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of these conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3

Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

11.4

Subject to conditions 11.2 and 11.3 the Company’s entire liability in contract, tort or otherwise, arising in connection with this Contract shall be as follows:

11.4.1

The liability for all defaults resulting in direct loss to the tangible property of the Client shall in no event exceed the amount actually received by the Company under this Contract with the Client during the prior twelve months; and

11.4.2

The Company shall not be liable to the Client for any indirect loss including but not limited to pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise which arise out of or in connection with this Contract.

11.5

The Client shall not (except insofar as there is an absolute prohibition in the Unfair Contract Terms Act 1977 described above) rely on any skill or judgment on the part of the Company or any of its agents as regards the suitability of the Products and/or Services for any particular purpose and the Client shall use its own skill and judgement to satisfy itself that the Products and/or Services are of merchantable quality and suitable for the purpose of the Client. This condition 11.5 shall apply notwithstanding that an employee of the Company or its agent may at any time have made representations or given opinions, whether in writing or otherwise, as to the suitability of any Products and/or Services for any particular purpose.

11.6

The Company gives no warranties and shall not be liable to either the Client or any third parties as to the appropriateness of the Products and/or Services including but not limited to the completeness or accuracy of any computer scored reports. The Company excludes all liability for any disparate impact or disparate treatment and sexual or racial discrimination resulting from the use of any Products and/or Services provided by the Company. The Client shall indemnify the Company fully in the event that the Company or its licensors suffer any losses, claims, liabilities, damages, expenses or costs as a result (whether direct or indirect) of any breach by the Clients of such warranties and undertakings.

12

INTELLECTUAL PROPERTY

12.1

The copyright, as defined in the Copyright, Designs and Patents Act 1988, in the content of any Products or data collected through the use of the Registered Products, Services, marketing material produced by the Company and/or work produced during or as a result of a contract incorporating the use of the Product between the Company and the Client is the absolute property of Quest Partnership Ltd, any other work produced by the Company as a result of any contract between the Company and the Client is the absolute property of the Company and such works shall not be reproduced in whole or in part.

12.2

The Company, and/or its subsidiaries or parent company shall take prompt legal action against anyone who infringes on their intellectual property rights which means inventions, patents, trade marks, service marks, registered designs, pending applications for any of those rights, trade and business names, unregistered trademarks and service marks, rights in designs, copyrights, database rights, know-how and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future and all revisions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing ("Intellectual Property Rights").

13

CONFIDENTIALITY

13.1

Each party, its agents and employees shall keep confidential all information obtained from the other pursuant to this Contract.

14

DATA PROTECTION

14.1

Where Candidates provide the Company with personal information about themselves in connection with these terms, the Company may use the Client's or Candidate's personal information in the manner and for the purposes detailed below. By entering into these terms, you agree and consent to our use of your personal information as detailed below.

14.2

The Company may use the Client's or Candidate's personal information for the following purposes: accounting, billing and audit, credit or other payment card verification, security, administrative and legal purposes, systems testing, maintenance and product development, customer relations and to help the Company in any future dealings with the Client. The Client shall be bound by the terms of the Company's Data Protection and Privacy Policies contained on the Website.

14.3

The Company reserves the right to record the Client's, the Registered User's and/or the Candidate's personal information, both manually and/or on a computer database, in compliance with the Data Protection Act 1998.

14.4

The Client is entitled to see the personal information held by the Company in respect of the Client. The Client may ask the Company to make any necessary changes to ensure that the personal information is accurate and kept up-to-date. In order to review the personal data held by the Company in respect of the Client, a written request should be submitted to the Company. The Company is entitled by law to charge a fee to meet the costs of providing the details of the information held.

15

ASSIGNMENT

15.1

Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the other party except in the case of a corporate restructuring that does not result in a change of control of the party making such an assignment.

15.2

The Company may assign the Contract to any of its affiliated companies or approved agents.

16

DETERMINATION OF CONTRACT

16.1

If the Client is in breach or anticipated breach of any of the Client's obligations to the Company, or if the Client shall make or offer to make any arrangement or composition with or for the benefit of his creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against the Client, being an individual, or if any resolution to wind-up the Client being a body corporate shall be passed (save for the purposes of reconstruction or amalgamation)or if a petition is presented to wind up the Client or if a receiver of the Client's undertaking property or assets or of any part thereof shall be appointed, the Company shall, in addition to its rights set out in condition 8.3 and condition 8.4, have the right forthwith to determine the whole or any unfulfilled part of this contract by written notice posted by the Company to the last known address of the Client or in the case of a company to its registered office. Such determination shall be without prejudice to any claims or right the Company may have against the Client in respect of the Contract.

16.2

In the event of determination pursuant to this condition the Company shall not be under any obligation to supply any further Products or Services under any such contract;

16.2.1

The Client shall indemnify the Company against all loss (including loss of profit) costs (including costs of labour and materials) and all expenses suffered by the Company by
reason of such determination;

16.2.2

The Client (or Receiver) shall at its own cost return unsold or unused Products to the Company;

16.2.3

The Company shall be entitled to resell any of the Product for which the full price has not been paid by the Client to the Company without further notice to the Client.

17

GENERAL

17.1

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

17.2

If any provision of the Contract is found by any court or tribunal to be void or unenforceable it shall be deemed to be severable and the remaining provisions of the Contract shall continue in full force.

17.3

Nothing in these terms shall be deemed or construed to constitute the Client or its employees, as the agent or legal representative of the Company for any reason whatsoever. The Client is not granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the Company or to bind the Company in any manner whatsoever.

17.4

Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

17.5

The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.6

The Company reserves the right to defer the date of delivery or payment or to cancel the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

17.7

This Contract is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.